Secondary trading lets you sell your SPV interest to another qualified investor before the portfolio company exits. This is a negotiated process, not exchange-style instant trading. Every trade requires GP approval.
The three-step RFQ model
Legion uses a Request for Quote (RFQ) model for secondary trading:
Step 1: Post. You post your interest in selling. You'll specify:
Which SPV / deal
How much of your position you want to sell
Asking price (or leave it open to offers)
No money down to post.
Step 2: Inquire. Qualified buyers express interest and submit offers. You review what comes in and negotiate directly.
Step 3: Confirm. Once you and a buyer agree on terms, the trade is submitted to the GP for approval.
GP approval is non-negotiable
Every secondary trade requires the GP's sign-off. This is built into both the operating agreement and the smart contract that holds the tokenized interest.
GPs approve trades to maintain investor quality in their SPV and meet platform and regulatory requirements. They have sole discretion and aren't required to give a reason for denial.
If a trade is denied, you can:
Try finding a different buyer
Reach out to the GP directly to discuss
Settlement
Once the GP approves the trade, same-day settlement is possible at this stage. The tokenized SPV interest transfers on-chain from you to the buyer, with transfer restrictions enforced automatically by the smart contract.
Important things to know before posting
Holding period. SPV interests are restricted securities under US law. Under Rule 144, a 1-year minimum holding period generally applies for non-reporting companies (which includes most startups). Your SPV's operating agreement may add further restrictions.
Holder limit. Each SPV is capped at approximately 100 beneficial owners. If a trade would push past that limit, the platform will block it.
Buyer eligibility. The buyer must pass identity verification (via Persona), meet accreditation requirements (if applicable for the deal), and not be from a restricted jurisdiction.
Partial sales. May be possible but could be restricted by the operating agreement or GP preference.
Finding a buyer isn't guaranteed. Demand for that specific deal, market conditions, and your asking price all affect this.
Pricing
Pricing is market-driven through the RFQ process. There's no guaranteed price. Factors include:
Portfolio company performance and current valuation
Time since the original investment
Market conditions and demand for that specific deal
Your asking price relative to those signals
Documents involved
Assignment agreement, which transfers the SPV interest from you to the buyer
Updated subscription agreement for the buyer
Operating agreement amendment (if required)
Regulatory filings (Form D updates, etc.), handled by the platform
Realistic timeline
This is a negotiated process, not instant trading. The end-to-end timeline depends on:
Finding a buyer, which varies widely
Price negotiation, where seller and buyer agree on terms
GP approval, which adds time depending on GP responsiveness
Once all parties agree and the GP approves, settlement can happen same-day.
If something goes wrong
For these, reach out via chat and we'll flag it for the team:
The GP denied your trade and you want to understand why
A trade was approved but settlement hasn't gone through
A transfer seems stuck
You're in a dispute with a buyer over terms
Need more help?
For questions about a specific trade or your position, our chat assistant Emily can help. Find the chat bubble in the bottom-right of any page on uselegion.com.
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